Common use of Subcontractor Approval and Appointment of Key Subcontractors Clause in Contracts

Subcontractor Approval and Appointment of Key Subcontractors. 13.1.1. Subject to clause 13.1.1.1, the Service Provider shall not perform or provide the Services through any Subcontractor, without the prior written consent of Transnet Relationship Manager, which consent may be withheld by Transnet in its sole discretion. Any such consent shall be contingent on compliance by the Service Provider of the following: 13.1.1.1. the execution by each such Subcontractor(s) of a confidentiality agreement (on substantially the same terms as contained in clause 56) with Transnet prior to such Subcontractor commencing the provision of any Services to the Service Provider or Transnet. A list of the approved Subcontractors is contained in Attachment L. 13.1.1.2. written confirmation of the monetary value of the Services that will be sub- contracted as well as the Broad-Based Black Economic Empowerment (“B-BBEE”) level (“B-BBEE Rating”), of the Subcontractor/s; and 13.1.1.3. that, it has not subcontracted Services comprising more than 25% (twenty- five percent) of the value of the annual Fees to a Subcontractor that does not have an equal or higher B-BBEE Rating to the Service Provider, unless the Subcontractor is, in terms of the Broad-Based Black Economic Empowerment Codes of Good Practice (“B-BBEE Codes”), an Exempted Micro Enterprise (“EME”) that has the capability and ability to execute the Services as a Subcontractor. 13.1.2. In the case where the Service Provider is required to use a new Subcontractor for purposes of assisting with a material Service outage or Service failure on an emergency basis and in circumstances where the Service Provider is able to demonstrate that it is unable to deal with the Service outage or Service failure without the use of such Subcontractor, the Service Provider shall be entitled to use such Subcontractor without Transnet's prior written consent (hereinafter referred to as an "Emergency Subcontractor"), provided that: 13.1.2.1. the Service Provider furnishes Transnet with written notification of its use of an Emergency Subcontractor within 5 (five) hours of its appointment of such Emergency Subcontractor; and 13.1.2.2. the Service Provider is entitled to use the Emergency Subcontractor for a period of no more than 7 (seven) days where after it would be required to seek Transnet's consent in accordance with the provisions of clause 13.1.1 above should it wish to continue to use such Emergency Subcontractor.